GridAI Technologies Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement
$2.54 million Financing
On May 8, 2026, May 11, 2026 and May 12, 2026, GridAI Technologies Corp. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 74,000 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $2,540,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $2.00.
The Company intends to use the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing will occur on May 18, 2026, subject to the satisfaction of customary closing conditions.
All Pre-Funded Warrants have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants are exercisable six months after the issuance date and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The Common Warrants issuable pursuant to the Purchase Agreement dated May 8, 2026 have an exercise price of $2.56 per share, the Common Warrants issuable pursuant to the Purchase Agreement dated May 11, 2026 have an exercise price of $2.74 per share and the Common Warrants issuable pursuant to the Purchase Agreement dated May 12, 2026 have an exercise price of $2.89 per share, all subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement. Certain Purchasers have contractually agreed to restrict its ability to exercise the Common Warrant such that the number of shares of the Company’s common stock held by the Purchaser and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Common Warrant which may not exceed 4.99% (or, upon election by a Purchaser prior to the issuance of any Common Warrants, 9.99%) of the Company’s then issued and outstanding shares of common stock.
In connection with the Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the Securities and Exchange Commission to register for resale the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants within 15 days after the closing of the transactions contemplated by the Purchase Agreements, and to have such Registration Statement declared effective as promptly as possible after its filing.
The foregoing descriptions of the Purchase Agreements, Pre-Funded Warrants, Common Warrants, and Registration Rights Agreements described herein are subject to, and qualified in their entirety by, such documents, which are filed as Exhibit 10.1, 4.1, 4.2, and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
$5.25 million Financining
On May 11, 2026, the Company entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company will sell to the Purchasers in private placements an aggregate of (i) 87,260 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,745,199 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,832,459 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $5,250,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $2.865.
The Company intends to use the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing will occur on May 18, 2026, subject to the satisfaction of customary closing conditions. $20% of the gross proceeds will be paid to the Company at closing. The remaining 80% of the proceeds will be paid prior to the declaration by the Securities and Exhange Commission (the “SEC”) that the Registration Statement (defined below) is effective.
The Pre-Funded Warrants have an exercise price of $0.00001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
The Common Warrants are exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The Common Warrants have an exercise price of $2.865 per share, subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.
In connection with the Additional Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares issued under the Additional Purchase Agreement, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions contemplated by the Additional Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing.
The foregoing descriptions of the Additional Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to, and qualified in their entirety by, such documents, which are filed as Exhibit 10.3, 4.1, 4.3 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant | |
| 4.2 | Form of Warrant | |
| 4.3 | Form of Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Registration Rights Agreement | |
| 10.3 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GridAI Technologies Corp. | ||
| May 14, 2026 | By: | /s/ Jason D. Sawyer |
| Name: | Jason D. Sawyer | |
| Title: | Chief Executive Officer | |